UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 24, 2017
Property ManagementCorporation of America |
(Exact name of registrant as specified in its charter) |
Delaware |
| 333-196503 |
| 46-4600326 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
Unit A, 19/F, Times Media Centre 133 Wan Chai Road, Wan Chai, Hong Kong | ||
(Address of Principal Executive Offices) |
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Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined inRule 405of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 5.01 Changes in Control of Registrant.
On April 14, 2017, Wong H’Sien Loong entered into stock purchase agreements for theacquisition of an aggregate of 9,000,000 shares of Common Stock of the Company, representing approximately 87.4% of the issued and outstanding shares of Common Stock of the Company as of such date, from C. Thomas McMillen and Michael T. Brigante, the previous majority shareholders of the Company (the “Purchase Agreements”). The Purchase Agreements were fully executed and delivered on April 24, 2017. Consequently, Mr. Loong is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.
In addition, on April 14, 2017, Michael T. Brigante submitted his resignation from all executive officer positions with the Company, including Chief Executive Officer and President, effective immediately. In addition, each of C. Thomas McMillen and Michael T. Brigante submitted his resignation as members of the Board, which resignations shall become effective on the 10th day following the mailing of this information statement to the stockholders of the Company. On April 14, 2017, Wong H’Sien Loong was appointed as Chief Executive Officer, Chief Financial Officer, Director, effective immediately.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(a) Resignation of Directors
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(a).
There were no disagreements between Mr. Brigante or Mr. McMillen and us or any officer or director of the Company.
(b) Resignation of Officers
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(b).
(c) Appointment of Directors
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(c).
(d) Appointment of Officers
The disclosures set forth in Item 5.01 above are incorporated by reference into this Item 5.02(d).
The business background descriptions of the newly appointed officer and directors are as follows:
Wong H’Sien Loong
Hsien Loong Wong started his career in investor relations in technology, biotechnology, mining and oil and gas. His has extensive experience in running of public companies. In particular, he was also CEO of Nexgen Petroleum Corp, an oil and gas drilling in Tennessee USA. Since 2008, Mr Wong established a career in Singapore primarily in Real Estate and logistics. He is currently a director of a commercial property valued at $600 million. He also currently serves as director to Food Bank Singapore, a registered charity. Mr Wong received his BA (Hons) in Communications from Simon Fraser University, British Columbia and his MSc in Real Estate from the National University of Singapore.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Property Management Corporation of America | |||
Date: April 25, 2017 | By: | /s/ Wong H’Sien Loong |
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| Name: Wong H’Sien Loong |
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| Title: Chief Executive Officer |
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